United States securities and exchange commission logo
August 29, 2022
Aaron Ravenscroft
President and Chief Executive Officer
MANITOWOC CO INC
11270 West Park Place
Suite 1000
Milwaukee, Wisconsin 53224
Re: MANITOWOC CO INC
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 22,
2022
Form 10-Q for
Fiscal Quarter Ended June 30, 2022
Filed August 5,
2022
File No. 001-11978
Dear Mr. Ravenscroft:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Operating Results ,
page 24
1. You disclose in your
investor presentation on August 5, 2022 that inflation is shifting
from commodities to
labor, energy and components. Please discuss and analyze
the impact of this
shift in inflation as well as any price increases on your operating
results. Also discuss
and analyze your financial condition and changes in your financial
condition, and to the
extent applicable, the impact of inflation. Refer to Item 303(b) of
Regulation S-K.
Aaron Ravenscroft
MANITOWOC CO INC
August 29, 2022
Page 2
Critical Accounting Policies and Estimates
Goodwill, Other Intangible Assets and Other Long-Lived Assets, page 36
2. The book value of your shareholders equity exceeded your market
capitalization at June
30, 2022 and December 31, 2021 and your market capitalization declined
further for the
six month period ended June 30, 2022. You changed the method to
perform your
goodwill impairment assessment for the year ended December 31, 2021
and you now use
the income approach and market approach, weighted 70/30 to determine
the fair value of
each reporting unit. Please provide the following information:
Tell us how you considered the qualitative factors outlined in
ASC 350-20-35-3C;
Tell us the assumed revenue growth rates and the terminal
growth assumption;
Tell us whether you would have recognized goodwill impairment
of any of your
reporting units if you had continued to utilize the same income
approach you used to
determine fair value in prior periods;
Tell us how you determined the 70/30 weighting applied to the
income and market
approaches to determine the fair value of your reporting units
and whether you would
have recognized goodwill impairment if you had used a different
weighting;
Tell us whether or not you performed an interim goodwill
impairment test during the
six months ended June 30, 2022; and,
Consider disclosing the percentages by which the estimated fair
values of each of
your reporting units exceeded their carrying values at the date
of your impairment
testing.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Sondra Snyder, Senior Staff Accountant at (202) 551-3332
or Gus
Rodriguez, Accounting Branch Chief at (202) 551-3752 with any questions.
FirstName LastNameAaron Ravenscroft Sincerely,
Comapany NameMANITOWOC CO INC
Division of
Corporation Finance
August 29, 2022 Page 2 Office of Energy &
Transportation
FirstName LastName